Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On August 25, 2026, TruGolf Holdings, Inc. (the "Company") entered into a Memorandum of Understanding (the "MOU") with Tru Golf Canada Inc. (the "Distributor"), a corporation organized under the laws of British Columbia, Canada. The MOU is legally binding upon execution and governs the parties' relationship until a definitive long-form agreement is executed, which the parties have agreed to negotiate in good faith within 45 days. The MOU automatically terminates if no definitive agreement is executed within 180 days of the date of the MOU (the "Effective Date"), unless extended by mutual written agreement.

Pursuant to the MOU, the Company appointed the Distributor as its exclusive master distributor and strategic platform partner for the Territory (as defined below), with rights to market, sell, distribute, install, support, license, service, and operate TruGolf Products within the Territory. The initial term is five (5) years from the Effective Date, subject to earlier termination.

The "Territory" consists of: (a) the Indigenous Community Channel throughout Canada (opportunities associated with First Nations, Métis, Inuit, and other recognized Indigenous communities); (b) the Thompson Okanagan Territory in British Columbia; (c) exclusive rights to all Hard Rock Opportunities in Oklahoma (the "Oklahoma Hard Rock Rights"); (d) all opportunities globally associated with the Hard Rock brand owned by the Seminole Nation (the "Florida Hard Rock Opportunities"); and (e) Canadian-Originated Opportunities registered by the Distributor and accepted by the Company.

The Distributor's rights within the Territory are exclusive, subject only to certain specifically identified accounts. No minimum purchase or sales targets apply during the first twelve (12) months. Beginning in the second year, the parties will establish objective performance targets. Failure to meet such targets may result in conversion of the affected portion from exclusive to non-exclusive status (not termination).